exv10w60






Exhibit 10.60




Summary of Compensation Arrangements with Non-Employee Directors

As of August 1, 2008




          The following summarizes, as of August 1, 2008, the current cash compensation and benefits
received by the Company’s non-employee directors. It is intended to be a summary of existing oral,
at will, arrangements, and in no way is intended to provide any additional rights to any
non-employee director.



  Fees




     The Company pays non-employee directors who serve as committee chairpersons $85,000 per year
and all other non-employee directors $70,000 per year plus reimbursement of expenses for all
services as a director, including committee participation or special assignments.



     In addition to the annual retainer, non-employee directors receive the following fees for
attendance at meetings:




	 	•	 	For committee meetings held in conjunction with regular Board meetings, committee
chairmen who attend in person (or who participate by telephone because of illness or the
inability to travel) will receive $1,750 and committee members who attend in person (or who
participate by telephone because of illness or the inability to travel) will receive
$1,500;
	 
	 	•	 	For special committee meetings (not held in conjunction with regular Board meetings),
committee chairmen who attend in person or who participate by telephone will receive $1,750
and committee members who attend in person or who participate by telephone will receive
$1,500; and
	 
	 	•	 	For special Board meetings, all non-employee directors who attend in person or who
participate by telephone will receive $1,500.





  Directors Deferred Compensation Plan




     Non-employee directors may defer all or a portion of their annual retainer and meeting
attendance fees under the Directors Deferred Compensation Plan. Non-employee directors may choose
from a variety of investment options, including Moody’s Average Corporate Bond Yield, with respect
to amounts deferred. Such deferred amounts will be credited with investment gains or losses until
the non-employee director’s retirement from the Board or until the occurrence of certain other
events.



  Non-Employee Directors Stock Plan




     The 2005 Non-Employee Directors Stock Plan provides for grants of stock options, restricted
stock and elected shares in lieu of a portion of the annual retainer.



     Options. Under the Plan, non-employee directors are eligible to receive stock options



 









 







at the discretion of the Board. The size of individual grants and vesting terms will be set by the
Board at the time of grant.



     Elected Shares. The Plan also permits each non-employee director to elect to receive
up to one-half of his or her annual retainer in Common Stock, in which case the Company will
provide a matching grant of 50% of the number of shares received as a portion of the retainer.



     Restricted Stock. Under the Plan, the Board is authorized to issue restricted stock
to non-employee directors on terms set forth in the Plan.



     The Directors Deferred Compensation Plan and Non-Employee Directors Stock Plan, as amended,
have been filed as exhibits to the Company’s Exchange Act filings. Additional information
regarding these plans is also included in the Company’s 2008 Proxy Statement.